U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 2001

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _____ to _______

                         Commission file number 0-27239

                                  EDUVERSE.COM
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0277072
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          1135 Terminal Way, Suite 209
                               Reno, Nevada 89502
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (775) 332-3325
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

         Yes      X       No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                       Outstanding as of November 11, 2001
- -----                                       -----------------------------------
Common Stock, $.001 par value               750,130*

**Reflects the 50 for 1 reverse stock split effected on June 8, 2001 resulting
in a decrease in issued and outstanding shares of Common Stock from 37,505,434
to 750,130.

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

PART I. FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

             BALANCE SHEETS                                                  2

             INTERIM STATEMENTS OF OPERATIONS                                3

             INTERIM STATEMENTS OF CASH FLOWS                                4

             NOTES TO INTERIM FINANCIAL STATEMENTS                           5

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       8

PART II. OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS                                              13

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                      14

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                16

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            16

     ITEM 5. OTHER INFORMATION                                              17

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                               17

SIGNATURES                                                                  17

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ----------------------------

                                  EDUVERSE.COM
                         (A Developmental Stage Company)

                     INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 2001

                                                                          Page
                                                                          ----

Consolidated Balance Sheets                                                 2

Interim Consolidated Statements of Operations                               3

Interim Consolidated Statements of Cash Flows                               4

Notes to Interim Consolidated Financial Statements                          5

                                  EDUVERSE.COM

                           CONSOLIDATED BALANCE SHEET

                                                                   Sept 30, 2001
                                                                   -------------
                                                                    (Unaudited)
                                     ASSETS

CURRENT ASSETS
   Cash                                                             $        28
                                                                    -----------

TOTAL ASSETS                                                        $        28
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                         $   170,907
                                                                    -----------

Contingencies (Note 1)

STOCKHOLDERS' EQUITY (DEFICIT)
   Capital Stock (Note 4)
   Common stock, $.001 par value, 50,000,000 shares authorized
      750,130 post-consolidation shares issued and outstanding           37,505
   Additional paid-in capital                                         2,957,402
   Common stock subscriptions                                            15,000
   Accumulated deficit                                               (3,180,786)
                                                                    -----------

                                                                       (170,879)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $        28
                                                                    ===========

              The accompanying notes are an integral part of these
                   interim consolidated financial statements

                                       2

                                               EDUVERSE.COM

                               INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

                                                (Unaudited)

                                          Three months      Three months       Nine months       Nine months
                                            ended Sept    ended Sept 30,        ended Sept        ended Sept
                                              30, 2001              2000          30, 2001          30, 2000
                                             ---------         ---------         ---------         ---------
                                                                                       
EXPENSES
   Foreign currency gain                     $    --           $  (2,409)        $    --           $ (27,243)
   Depreciation                                   --                 879              --               2,428
   General and administrative                   56,740            22,475           340,236           135,406
   Selling and marketing                          --             201,710              --             288,084
   Research and development                       --                --                --               5,000
                                             ---------         ---------         ---------         ---------

OPERATING LOSS FROM CONTINUING OPERATIONS      (56,740)         (222,655)         (340,236)         (403,675)

LOSS FROM DISCONTINUED OPERATIONS                 --            (230,398)         (112,182)         (708,331)

GAIN ON DISPOSAL OF SUBSIDIARY (Note 5)           --             139,827           107,505           139,827
                                             ---------         ---------         ---------         ---------

NET INCOME (LOSS) FOR THE PERIOD             $ (56,740)        $(313,226)        $(344,913)        $(972,179)
                                             =========         =========         =========         =========

BASIC NET INCOME (LOSS) PER SHARE            $   (0.08)        $   (1.10)        $   (0.55)        $   (3.89)
                                             =========         =========         =========         =========

WEIGHTED AVERAGE POST-CONSOLIDATION
   COMMON SHARES OUTSTANDING                   750,130           285,579           626,796           249,875
                                             =========         =========         =========         =========

                           The accompanying notes are an integral part of these
                                interim consolidated financial statements

                                                    3

                                                EDUVERSE.COM

                                INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 (Unaudited)

                                                                      Nine months ended   Nine months ended
                                                                          Sept 30, 2001       Sept 30, 2000
                                                                          -------------       -------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net operating loss from continuing operations                               $(340,236)         $(403,675)
  Adjustments to reconcile net loss to net cash from operating activities:
  - Impairment loss on profit sharing interest                                     --             (139,827)
  - Common stock issued for services rendered                                   238,202            188,905
  - Common stock issued for interest expense                                       --                7,000
  - Depreciation                                                                   --                2,428
  - Net changes in working capital items                                         99,384             42,704
                                                                              ---------          ---------

Cash flows from continuing operations                                            (2,650)          (302,465)

Cash flows from discontinued operations                                           5,055           (555,471)
                                                                              ---------          ---------

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES                                    2,405           (857,936)
                                                                              ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                                             --              611,078
  Cash received on common stock to be issued                                       --                5,000
  Bank overdraft repayment                                                       (1,011)              --
  Cash disposed of on sale of subsidiary                                         (1,366)              --
  Disgorgement proceeds                                                            --               87,125
  Loans payable                                                                    --              120,750
                                                                              ---------          ---------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                                   (2,377)           823,953
                                                                              ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of capital assets                                                       --               (3,135)
                                                                              ---------          ---------

CASH FLOWS USED IN INVESTING ACTIVITIES                                            --               (3,135)
                                                                              ---------          ---------

INCREASE (DECREASE) IN CASH                                                          28            (37,118)

CASH, BEGINNING OF PERIOD                                                          --               43,584
                                                                              ---------          ---------

CASH, END OF PERIOD                                                           $      28          $   6,466
                                                                              =========          =========

OTHER SIGNIFICANT NON-CASH TRANSACTIONS
During the period ended June 30, 2001 the Company issued 14,686,813
pre-consolidation common shares in settlement of debt of $506,683 and 8,371,187
pre-consolidation common shares for payment of current services of $262,202 of
which $24,000 were incurred by eduverse dot com, inc.

              The accompanying notes are an integral part of these
                          interim financial statements

                                       4

                                  EDUVERSE.COM

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
- --------------------------------------------------------------------------------
                                   (Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
- --------------------------------------------------------------------------------

The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business for the foreseeable future. The
Company incurred a loss of $344,913 from continuing operations for the period
ended September 30, 2001, and as of September 30, 2001 had a working capital
deficiency of $170,879. Management recognizes that the Company must obtain
additional financial resources by raising capital to enable it to continue
normal operations. However, no assurances can be given that the Company will be
successful in raising additional capital. Further, there can be no assurance,
assuming the Company successfully raises additional funds, that the Company will
achieve positive cash flow. Management has been unable to raise additional
equity capital to implement its marketing and development initiatives for its
current operations and is therefore looking at other business opportunities for
the Company. On March 2, 2001, the Company entered into an agreement and sold
its subsidiary eduverse dot com, inc. effective June 30, 2001. Refer to Note 5.
These factors raise substantial doubt regarding the Company's continuation as a
going concern.

These financial statements do not include any adjustments to the carrying values
and classification of assets and liabilities which may be necessary if the
Company is unable to continue as a going concern.

Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2000 included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. The interim unaudited
consolidated financial statements should be read in conjunction with those
financial statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation, consisting solely
of normal recurring adjustments, have been made. Operating results for the nine
months ended September 30, 2001 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2001.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

Principles of consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary: M&M Information and Marketing Services Inc.
(incorporated in Nevada, USA) and the results of operations for eduverse dot
com, inc., which was sold effective June 30, 2001. All significant intercompany
accounts and transactions have been eliminated.

Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Financial instruments
At September 30, 2001, the Company has the following financial instruments:
accounts payable and accrued liabilities. The carrying value of these
instruments is considered to approximate fair value based on their short term
nature.

Net Loss per Common Share
Basic earnings per share include no dilution and are computed by dividing net
loss by the weighted average number of common shares outstanding for the period
and the comparative figures have been restated for the 50:1 share consolidation.
There are no dilutive securities outstanding.

                                       5

EDUVERSE.COM
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
- --------------------------------------------------------------------------------
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
- --------------------------------------------------------------------------------

Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the period. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. At September 30, 2001 a full deferred tax asset valuation
allowance has been provided and no deferred tax asset benefit has been recorded.

Stock-Based Compensation
The Company accounts for stock-based compensation in respect to stock options
granted to employees and officers using the intrinsic value based method in
accordance with APB 25. Stock options granted to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123. In addition, with
respect to stock options granted to employees, the Company provides pro-forma
information as required by SFAS No. 123 showing the results of applying the fair
value method using the Black-Scholes option pricing model.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

Comprehensive income
Comprehensive income is defined as the change in equity from transactions,
events and circumstances, other than those resulting from investments by owners
and distributions to owners. Comprehensive income to date consists only of the
net gain resulting from translation of the foreign currency financial statements
of the Company's former wholly-owned subsidiary, eduverse dot com inc.

NOTE 3 - RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------

General and administrative expenses including salaries of $12,000 and consulting
fees of $3,500 were paid to a significant shareholder who was also a former
director of eduverse dot com, inc. during the period ended September 30, 2001.

On October 9, 2000 the Company entered into a management services agreement with
Investor Communications, Inc. ("ICI"), a significant shareholder, to provide
management and investor relations services for the Company. During the quarter
ended June 30, 2001, the Company incurred $225,000 to ICI which together with
other unpaid amounts totalled $456,896 which was settled by the issuance of
15,230,000 pre-consolidation common shares. An additional $36,000 in fees was
accrued to ICI since the debt settlement and at September 30, 2001, $45,813 is
owing to ICI for fees, cash advances and interest, and is included in accounts
payable.

A director of the Company has been contracted by Investor Communications and is
part of the management team provided to the Company.

                                       6

EDUVERSE.COM
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
- --------------------------------------------------------------------------------
(Unaudited)

NOTE 4 - CAPITAL STOCK
- --------------------------------------------------------------------------------

Authorized

The authorized capital of the Company consists of 50,000,000 voting common
shares with $0.001 par value and 5,000,000 non-voting preferred shares with
$.001 par value.

On March 14, 2001, the Company entered into settlement agreements with certain
creditors including stockholders, a former director and officers to settle debts
totalling $768,886 by the issuance of 23,058,000 pre-consolidation common shares
at prices ranging from $.03 to $.04271 per share.

The Company received shareholder approval for a reverse stock split of 50:1
which took place on June 8, 2001 which resulted in a reduction of the issued and
outstanding shares of common stock from 37,505,434 shares to 750,130 shares.

NOTE 5 - DISCONTINUED OPERATIONS
- --------------------------------------------------------------------------------

On March 2, 2001, the Company entered into an agreement with Syncro-Data
Systems, Ltd. ("Syncro"), a private British Columbia company, to sell the
Company's subsidiary, eduverse dot com inc. ("eduverse") in consideration for
advances of $50,000 to eduverse for operating expenses and assumption of all
debts of eduverse. The agreement was subject to shareholder approval which was
received on June 1, 2001. The sale was effective June 30, 2001 and resulted in a
gain on disposal of $107,505.

NOTE 6 - LEGAL ACTIONS
- --------------------------------------------------------------------------------

On September 5, 2001 Mark Edward Bruk, former Chairman, President and C.E.O. of
eduverse.com filed a Writ of Summons and Statement of Claim in the Supreme Court
of British Columbia. In the Writ the Plaintiff claims $85,305.97 in unpaid
salary, unreimbursed expenses, employee benefits, vacation pay and other sundry
payments. The Company is applying to the Court in British Columbia, Canada to
strike the claim for lack of jurisdiction. Until jurisdiction is established for
the purposes of the litigation, the Company will not provide a reply or
counterclaim with respect to this action. As at September 30, 2001, the Company
has not recorded a provision in its financial statements in connection with this
claim.

                                       7

     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     Eduverse.Com, a Nevada corporation (the "Company"), through its former
wholly-owned subsidiary Eduverse Dot Com Inc. ("Eduverse"), had primarily been a
technology-based company engaged in the business of developing and marketing
interactive multimedia educational software programs. During fiscal year 1999,
however, the Company began exiting the traditional method of selling its
software through retail channels and focused primarily on partnering with
various governments to combine education, the Internet and corporate advertising
in marketing its new products. The Company expected to generate a majority of
its revenues from these software products by charging fees for advertising that
was to be placed within the software. The Company intended to offer its software
free to educational and other institutions within approximately thirty countries
which operated private computer networks and allowed advertisements to be
displayed to their students, and to collect advertising fees for advertisements
placed within the software.

     During fiscal year 1999, revenues were derived from three sources: (i) the
retail sale of its software packages, (ii) distribution royalty fees, and (iii)
income derived from the sale of two website names. During fiscal year 1999, the
Company recognized no advertising revenues from its English Pro Network Edition
software. As a result, quarterly revenues began to decline during late fiscal
year 1999 resulting in a substantial net loss.

     During fiscal year 2000, quarterly revenues continued to decline. Any
revenues earned were derived principally from the marketing and sale of the
Company's software packages. Seventy-seven percent (77%) of the Company's retail
software sale revenue was derived from two customers. Management of the Company
primarily attributed the decrease in revenues to the Company's decision to
discontinue retail software sales of its products. Management of the Company had
expected to generate the majority of its future revenues commencing third
quarter of 2000 from advertising revenues earned from fees charged for inclusion
of the advertiser's message on the Company's software. During fiscal year 2000,
the Company recognized no advertising revenues from its software.

     At a special meeting held on March 2, 2001, the board of directors
unanimously approved a share purchase agreement dated March 2, 2001 (the "Share
Purchase Agreement") between the Company and Syncro-Data Systems, Ltd.
("Syncro-Data"), a corporation organized under the laws of British Columbia (the
"Proposed Transaction"), and directed that the Share Purchase Agreement be
submitted to shareholders of the Company for their approval. On June 1, 2001,
the Proposed Transaction was consummated pursuant to the terms of the Share
Purchase. See "Part II. Item 4. Submission of Matters to a Vote of Security
Holders".

                                       8

     The Share Purchase Agreement provided for the sale by the Company to
Syncro-Data of all of the issued and outstanding shares of common stock of
Eduverse, the Company's wholly-owned subsidiary, held by the Company. The Share
Purchase Agreement further provided that (i) Syncro-Data had paid the ongoing
expenses of Eduverse to date in the approximate amount of $50,000; (ii)
Syncro-Data had agreed to recognize certain liabilities of Eduverse; and (iii)
Eduverse would retain all of its right, title and interest in and to certain
intellectual property rights and other property, including accounts receivable,
contract revenue and outstanding cash in the approximate amount of $900.00.

     The Company and Syncro-Data closed the Proposed Transaction on June 30,
2001. Based upon review of a wide variety of factors considered in connection
with its evaluation of the sale of assets, the board of directors of the Company
believed that the sale of substantially all of the assets of the Company,
through consummation of the Share Purchase Agreement, would be fair to and in
the best interests of the Company and its shareholders.

     As of the date of this Quarterly Report, the Company has terminated all
development of its previous business commensurate with the sale of the Company's
wholly-owned subsidiary to Syncro-Data on June 30, 2001, and has ceased to
actively market itself as a technology-based company.

     Current management of the Company anticipates that during fiscal year 2001,
the Company will continue to undertake research relating to prospective new
business endeavors. This research may result in the Company entering into
business operations that are not in the educational software industry.

RESULTS OF OPERATION

Nine-Month Period Ended September 30, 2001 Compared to Nine-Month Period Ended
September 30, 2000

     The Company's net losses during the nine-month period ended September 30,
2001 were approximately $344,913 compared to a net loss of approximately
$972,179 during the nine-month period ended September 30, 2000 (a decrease of
$627,266).

     The Company did not realize any revenues during the nine-month periods
ended September 30, 2001 and 2000, respectively. This resulted from the
Company's decision to discontinue retail sales of its English Pro 6.2 product
and the divestiture of Eduverse.

     During the nine-month period ended September 30, 2001, the Company recorded
operating expenses of $340,236 compared to $403,675 of operating expenses
recorded in the same period for 2000 (a decrease of $63,439). During the
nine-month period ended September 30, 2001, operating expenses consisted only of
general and administrative expenses. Although there was a decrease in operating
expenses during the nine-month period ended September 30, 2001, general and
administrative expenses increased by $204,830 from $135,406 incurred during the
nine-month period ended September 30, 2000 compared to $340,236 incurred during
the nine-month period ended September 30, 2001. This increase in general and
administrative expenses during the nine-month period ended September 30, 2001
was primarily due to an increase in expenses related to the negotiation,
consummation and sale of Eduverse, the termination of previous operating
activities, and required shareholder approval of the Share Purchase Agreement
dated March 2, 2001. See "Item 4. Submission of Matters to a Vote of Security
Holders."

                                       9

     General and administrative expenses generally include corporate overhead,
administrative salaries, selling expenses, consulting costs and professional
fees. Of the $340,236 incurred as general and administrative expenses during the
nine-month period ended September 30, 2001, $261,000 was incurred payable to
Investor Communications International, Inc. ("ICI") for services rendered by ICI
including, but not limited to, financial, administrative and investor relations
management. During the nine-month period ended September 30, 2001, the Company
paid $-0- to ICI towards an aggregate amount of $270,813 due and owing ICI, but
issued shares of common stock as settlement of $225,000 of the aggregate debt
incurred during the period (see "Item 2. Changes in Securities and use of
Proceeds"). A director of the Company is employed by ICI and is part of the
management team provided by ICI to the Company.

     There were no selling and marketing expenses incurred during the nine-month
period ended September 30, 2001 as compared to $288,084 incurred during the
nine-month period ended September 30, 2000. There were no research and
development expenses incurred during the nine-month period ended September 30,
2001 as compared to the $5,000 incurred during the nine-month period ended
September 30, 2000. This resulted primarily from the Company's termination of
the development of its software programs and upgrades, the withdrawal of its
software products and services from the marketplace, the sale of operating
subsidiary interests, and the discontinuation of marketing itself as a
technology-based company.

     During the nine-month period ended September 30, 2001, the Company realized
a net gain on disposal of its subsidiary of $107,505 as compared to $139,827
realized during the nine-month period ended September 30, 2000. The gain during
the nine-month period ended September 30, 2001 resulted from the sale on June
30, 2001 of the Company's entire interest in its subsidiary, Eduverse.

     During the nine-month period ended September 30, 2001, the Company realized
a net loss from discontinued operations in the amount of $112,182 as compared to
$708,331 during the nine-month period ended September 30, 2000. These losses
resulted from the discontinued business operations involving the Company's
previously owned subsidiary interests and its software products.

     As discussed above, the decrease in net loss during the nine-month period
ended September 30, 2001 as compared to the nine-month period ended September
30, 2000 is attributable primarily to the realization of the loss of $112,182
compared to $708,331 from discontinued operations and the decrease in operating
expenses. The Company's net losses during the nine-month period ended September
30, 2001 was approximately ($344,913) or ($0.55) per common share compared to a
net loss of approximately ($972,179) or ($3.89) per common share during the
nine-month period ended September 30, 2000. The weighted average of common
shares outstanding were 626,796 for the nine-month period ended September 30,
2001 compared to 249,875 for the nine-month period ended September 30, 2000,
after giving retroactive effect to the fifty for one share consolidation
completed on June 8, 2001.

                                       10

Three-Month Period Ended September 30, 2001 Compared to Three-Month Period Ended
September 30, 2000

     The Company's net losses during the three-month period ended September 30,
2001 were approximately $56,740 compared to a net loss of approximately $222,655
during the three-month period ended September 30, 2000 (a decrease of $165,915).

     The Company did not realize any revenues during the three-month periods
ended September 30, 2001 and 2000, respectively. This resulted from the
Company's decision to discontinue retail sales of its English Pro 6.2 product.

     During the three-month period ended September 30, 2001, the Company
recorded an operating loss from continued operations of $56,740 compared to
$222,655 recorded in the same period for 2000 (a decrease of $165,915). During
the three-month period ended September 30, 2001, operating loss from continued
operations consisted only of general and administrative expenses. Although there
was a decrease in total operating expenses during the three-month period ended
September 30, 2001, general and administrative expenses increased by $34,265
from $22,475 incurred during the three-month period ended September 30, 2000
compared to $56,740 incurred during the three-month period ended September 30,
2001. This increase in general and administrative expenses during the
three-month period ended September 30, 2001 was primarily due to the withdrawal
of the Company's software products and services from the marketplace, the
discontinuation of marketing itself as a technology-based company, the general
cessation of all business operations resulting from shareholder approval of the
Share Purchase Agreement, and review and research conducted relating to new
business opportunities.

     There were no selling and marketing expenses incurred during the
three-month period ended September 30, 2001 as compared to $201,710 incurred
during the three-month period ended September 30, 2000. There were no research
and development expenses incurred during either three-month period ended
September 30, 2001 and 2000.

     During the three-month period ended September 30, 2000, the Company
realized a net gain on disposal of its subsidiary of $139,827 as compared to
$-0- realized during the three-month period ended September 30, 2001. This loss
resulted from the sale on June 30, 2001 of the Company's entire interest in its
subsidiary, Eduverse.

     During the three-month period ended September 30, 2000, the Company
realized a net loss from discontinued operations in the amount of $230,398 as
compared to $-0- during the three-month period ended September 30, 2001. This
loss resulted from the discontinuation of its business operations involving the
Company's software products through its prior subsidiary, Eduverse.

     As discussed above, the decrease in net loss during the three-month period
ended September 30, 2001 as compared to the three-month period ended September
30, 2000 is attributable primarily to (i) the realization of the loss of
$230,398 during the three-month period ended September 30, 2000 compared to $-0-
during the three-month period ended September 30, 2001 relating to the
discontinued operations; and (ii) the decrease in operating loss from continued
operations from $222,655 for the three-month period ended September 30, 2000 to
$56,740 for the three-month period ended September 30, 2001. The Company's net
loss during the three-month period ended September 30, 2001 was approximately
($56,740) or $0.08 per common share compared to a net loss of approximately
($313,226) or ($1.10) per common share during the three-month period ended
September 30, 2000. The weighted average of common shares outstanding were
750,130 for the three-month period ended September 30, 2001 compared to 285,579
for the three-month period ended September 30, 2000, after giving retroactive
effect to the fifty for one share consolidation completed on June 8, 2001.

                                       11

LIQUIDITY AND CAPITAL RESOURCES

     The Company is currently experiencing a liquidity crisis and must raise
additional capital. Further, the Company has not generated sufficient cash flow
to fund its operations and activities. Historically, the Company has relied upon
internally generated funds, funds from the sale of shares of stock and loans
from its shareholders and private investors to finance its operations and
growth. The Company's future success and viability are entirely dependent upon
the Company's current management to successfully research and identify new
business endeavors, and to raise additional capital through further private
offerings of its stock or loans from private investors. There can be no
assurance, however, that the Company will be able to successfully research,
identify and acquire new business endeavors and to raise additional capital. The
Company's failure to successfully identify and acquire new business endeavors
and to raise additional capital will have a material and adverse affect upon the
Company and its shareholders. The Company's financial statements have been
prepared assuming that it will continue as a going concern, and accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should the Company be
unable to continue in operations.

     As of September 30, 2001, the Company's current assets were $28 and its
current liabilities were $170,907, which resulted in a working capital deficit
of $170,879. The Company's current assets consist of cash. The Company's current
liabilities consist of accounts payable and accrued liabilities. During the
nine-month period ended September 30, 2001, loans payable in the amount of
$193,776 were settled by execution of settlement agreements with the respective
creditors and issuance by the Company of restricted shares of Common Stock. See
"Item 2. Changes in Securities and Use of Proceeds."

     Stockholders' deficit decreased from ($561,951) for the fiscal year ended
December 31, 2000 to ($170,879) for the nine-month period ended September 30,
2001.

     The Company has not generated positive cash flows from continuing operating
activities. For the nine-month period ended September 30, 2001, net cash flows
from operating activities was $2,405 compared to net cash flows of $857,936 used
in operating activities during the nine-month period ended September 30, 2000 (a
decrease of $860,341). The net operating loss from continuing operations of
$340,236 decreased during the nine-month period ended September 30, 2001 from an
operating loss from continuing operations of $403,675 during the nine-month
period ended September 30, 2000. The decrease in net cash flows used in
continuing operating activities was comprised primarily of $238,202 in stock
issued as payment for services compared to $188,905 for the nine-month period
ended September 30, 2000.

     The Company's cash flow from investing activities consisted of $-0- during
the nine-month period ended September 30, 2001 compared to the purchase of
capital assets totaling $3,135 during the nine-month period ended September 30,
2000.

     During the nine-month period ended September 30, 2001, net cash used in
financing activities was $2,377 compared to $823,953 provided from investing
activities during the nine-month period ended September 30, 2000. See "Item 2.
Changes in Securities and Use of Proceeds."

                                       12

     Current management of the Company anticipates a possible increase in
operating expenses in order to successfully research and identify new business
endeavors. The Company may finance these expenses with further issuance of
common stock of the Company or debt instruments. The Company believes that any
anticipated private placements of equity capital and debt financing, if
successful, may be adequate to fund the Company's operations over the next four
months. Thereafter, the Company expects it will need to raise additional capital
to meet long-term operating requirements. The Company may encounter business
endeavors that require significant cash commitments or unanticipated problems or
expenses that could result in a requirement for additional cash before that
time. If the Company raises additional funds through the issuance of equity
securities or debt instruments other than to current shareholders, the
percentage ownership of its current shareholders would be reduced, and such
securities or instruments might have rights, preferences or privileges senior to
its common stock. Additional financing may not be available upon acceptable
terms, or at all. If adequate funds are not available or are not available on
acceptable terms, the Company may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and
materially restrict the Company's business operations.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     (a) On approximately May 17, 2001, a complaint was filed with the
Securities and Exchange Commission against the Company ("SEC Complaint
HO-309021"). The SEC Complaint HO-309021 involves a previous investor of the
Company who had subscribed for shares of restricted Common Stock during October
2000 pursuant to a subscription agreement and who subsequently attempted to
rescind the transaction. On May 31, 2001, the Company answered SEC Complaint
HO-309021. As of the date of this Quarterly Report, management of the Company
believes that the potential damages sought by the investor are based on
groundless causes of action. Management intends to aggressively continue its
defense, and to further review its potential legal actions and legal remedies.

     (b) On approximately September 5, 2001, a complaint was filed in the
Supreme Court of British Columbia by Mark Edward Bruk, a prior officer and
director of the Company, against the Company (the "Complaint"). The Complaint
filed by Mr. Bruk alleges that as the prior president and chief executive
officer of the Company, Mr. Bruk was entitled to receive amounts for alleged
unpaid salary, alleged unpaid benefits, and for alleged reimbursement of
expenses. The Complaint alleges that Mr. Bruk is due an aggregate amount of
$85,305.97 for unpaid salary, unreimbursed expenses, unreimbursed employee
benefits, vacation pay and other sundry payments. As of the date of this
Quarterly Report, management of the Company believes that the Supreme Court of
British Columbia lacks jurisdiction over the Company and, therefore, intends to
file a motion to strike the Complaint. Management intends to aggressively defend
such litigation with beliefs that such amounts are not due to Mr. Bruk, and to
further review its potential legal actions, counterclaims and legal remedies, if
and when a jurisdiction for the litigation is determined.

     Except as disclosed above, management is not aware of any other legal
proceedings contemplated by any governmental authority or other party involving
the Company or its properties. No director, officer or affiliate of the Company
is (i) a party adverse to the Company in any legal proceedings, or (ii) has an
adverse interest to the Company in any legal proceedings. Management is not
aware of any other legal proceedings pending or that have been threatened
against the Company or its properties.

                                       13

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the nine-month period ended September 30, 2001, to provide capital,
the Company has sold stock in private placement offerings or issued stock in
exchange for debts of the Company or pursuant to contractual agreements as
follows:

     o    On March 14, 2001, the Company entered into a settlement agreement
          with a creditor whereby the Company agreed to issue 2,989,000 shares
          of restricted common stock at $0.0427 per share under Rule 903(b)(3)
          of Regulation S of the Securities Act of 1933, as amended (the
          "Securities Act"). Under the terms of the settlement agreement, the
          creditor agreed to accept the 2,989,000 shares of common stock as
          payment for an aggregate debt in the amount of $127,630.30 owed to
          such creditor. In accordance with the Reverse Stock Split, the
          2,989,000 shares were reduced to 59,780 shares of common stock.

     o    On March 14, 2001, the Company entered into a settlement agreement
          with a creditor whereby the Company agreed to issue 1,663,000 shares
          of restricted common stock at $0.04271 per share under Rule 903(b)(3)
          of Regulation S of the Securities Act. Under the terms of the
          settlement agreement, the creditor agreed to accept the 1,663,000
          shares of Common Stock as payment for an aggregate debt in the amount
          of $71,022.20 owed to such creditor. The Company issued 1,663,000
          shares in reliance upon the exemption from registration provided by
          Regulation S. In accordance with the Reverse Stock Split, the 260,000
          shares were reduced to 5,200 shares of common stock.

     o    On March 14, 2001, the Company entered into a settlement agreement
          with a creditor whereby the Company agreed to issue 1,163,000 shares
          of restricted common stock at $0.0427 per share under Rule 903(b)(3)
          of Regulation S of the Securities Act. Under the terms of the
          settlement agreement, the creditor agreed to accept the 1,163,000
          shares of Common Stock as payment for an aggregate debt in the amount
          of $49,657.27 owed to such creditor. The Company issued 1,163,000
          shares in reliance upon the exemption from registration provided by
          Regulation S. In accordance with the Reverse Stock Split, the
          1,163,000 shares were reduced to 23,260 shares of common stock.

     o    On March 14, 2001, the Company entered into a settlement agreement
          with a creditor whereby the Company agreed to issue 15,230,000 shares
          of restricted common stock at $0.03 per share pursuant to Section 4(2)
          of the Securities Act. Under the terms of the settlement agreement,
          the creditor agreed to accept the 15,230,000 shares of common stock as
          payment for an aggregate debt in the amount of $456,896.55 owed to
          such creditor. The Company issued 15,230,000 shares in reliance upon
          the exemption from registration provided by Section 4(2). In
          accordance with the Reverse Stock Split, the 15,230,000 shares were
          reduced to 304,600 shares of common stock.

     o    On March 14, 2001, the Company entered into a settlement agreement
          with a creditor whereby the Company agreed to issue 1,753,000 shares
          of restricted common stock at $0.03 per share under Rule 903(b)(3) of
          Regulation S of the Securities Act. Under the terms of the settlement
          agreement, the creditor agreed to accept the 1,753,000 shares of
          common stock as payment for an aggregate debt in the amount of
          $52,592.97 owed to such creditor. The Company issued 1,753,000 shares
          in reliance upon the exemption from registration provided by
          Regulation S. In accordance with the Reverse Stock Split, the
          1,753,000 shares were reduced to 35,060 shares of common stock.

                                       14

     On approximately April 26, 2001, pursuant to a private transaction not
involving a public sale, Vaughn Barbon, an individual and resident of Canada
("Barbon") sold 2,000,000 shares of restricted common stock to Syncro-Data at a
price of $0.01 per share for an aggregate consideration of approximately
$20,000. On April 26, 2001, Barbon held of record 3,018,953 shares of restricted
common stock. The 2,000,000 shares of common stock acquired by Syncro-Data are
restricted securities. Syncro-Data executed a document in which it acknowledged
that the securities had not been registered under the Securities Act of 1933, as
amended, that it understood the economic risk of an investment in the
securities, and that it had the opportunity to ask questions of and receive
answers from management of the Company concerning any and all matters related to
the acquisition of securities. No underwriter was involved in the transaction,
and no commissions or other remuneration were paid in connection with the sale
and purchase of the securities. In accordance with the Reverse Stock Split, the
2,000,000 shares were reduced to 40,000 shares of common stock.

     As of the date of this Quarterly Report, the following table sets forth the
name and address and the approximate number of shares of common stock of the
Company owned of record or beneficially by each person who owned of record, or
was known by the Company to own beneficially, more than five percent (5%) of the
Company's common stock, and the name and shareholdings of each officer and
director, and all officers and directors as a group.

- --------------------------------------------------------------------------------
                                                                   (1)
Title of Class    Name and Address                 Amount and Nature    Percent
                 of Beneficial Owner              of Beneficial Owner   of Class
- --------------------------------------------------------------------------------
                                                              (2)
Common Stock    Investor Communications                 304,600          40.61%
                International, Inc.
                435 Martin Street
                Suite 2000
                Blaine, Washington 98230
                                                              (2)
Common Stock    Marc Crimeni                             61,939           8.26%
                1235 West Pender Street
                Vancouver, British Columbia
                Canada V6E 2V1
                                                              (2)
Common Stock    Mark E. Bruk                             71,664           9.55%
                1235 West Pender Street
                Vancouver, British Columbia
                Canada V6E 2V1
                                                              (2)
Common Stock    Syncro-Data Systems, Ltd.                88,340          11.78%
                2621 Uplands Court
                Coquitlam, British Columbia
                Canada V3E 2N9

Common Stock    All current officers and directors            0
                as a group (2 persons)
- --------------------------------------------------------------------------------

     (1) The number of shares of common stock held of record as reflected for
the holders thereof have been reduced to take into account the reverse stock
split of 50 for 1 share of common stock.

     (2) These are restricted shares of common stock.

                                       15

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Pursuant to a Definitive Proxy Statement dated April 16, 2001, a
shareholders' special meeting was held on June 1, 2001 in which the shareholders
of the Company voted and approved certain proposals. Fifty-two percent (52%) of
the outstanding shares of common stock entitled to vote, represented in person
or by proxy, was required for a quorum at the special meeting. The affirmative
vote of shareholders holding at least a majority of the shares of common stock
present, or represented, at the special meeting, was required to approve certain
proposals as follows:

     1.   the approval of the sale of substantially all of the Company's assets,
          which included approval of a share purchase agreement dated March 2,
          2001 between the Company and Syncro-Data Systems, Ltd. (the "Share
          Purchase Agreement"). The Share Purchase Agreement provided for the
          sale by the Company to Syncro-Data of all of the issued and
          outstanding shares of common stock of Eduverse Dot Com, Inc., the
          Company's wholly-owned subsidiary (24,871,592 votes for and 11,200
          votes against);

     2.   the authorization of the board of directors to effect a reverse stock
          split of fifty-for-one (the "Reverse Stock Split") of the Company's
          issued and outstanding Common Stock, which the board of directors
          authorized and effectuated in the best interests the Company and its
          shareholders on June 8, 2001 (28,833,076 votes for and 14,802 votes
          against);

     3.   the adoption of an amendment (the "Amendment") to the Company's
          Articles of Incorporation, as amended (the "Articles"), which would
          effect the Reverse Stock Split, without having any effect upon the
          authorized and unissued shares of Common Stock (28,831,846 votes for
          and 13,404 votes against);

     4.   the election of the following two (2) persons to serve as directors of
          the Company until their successor shall have been elected and
          qualified: Grant Atkins and Herb Ackerman (28,831,846 votes for and
          13,802 votes against); and

     5.   the ratification of the selection of LaBonte & Co. as the independent
          public accountants of the Company for the fiscal year ending December
          31, 2001 (28,831,846 votes for and 13,802 votes against).

     No other matters or business were introduced or voted upon by the
shareholders at the special meeting.

                                       16

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Report on Form 8-K filed July 19, 2001.
     (b)  Report on Form 8-K filed May 31, 2001.
     (c)  Report on Schedule 13D filed on May 14, 2001.
     (d)  Report on Schedule 13D filed on May 14, 2001.
     (e)  Report on Form 8-K filed April 16, 2001.

SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                   EDUVERSE.COM

Dated: November 12, 2001                           By: /s/ Grant Atkins
                                                   -----------------------------
                                                   Grant Atkins, President

                                       17